Good day, and welcome to the Colony Bankcorp Inc special meeting of shareholders. Today's conference is being recorded. At this time, I would like to turn the conference over to Mr. Mark Massee. Please go ahead, sir.
Good afternoon, everyone, and welcome to the special meeting of stockholders for Colony Bankcorp Inc. I'm Mark Massee, Chairman of the Board of the company, and on behalf of our directors, management, and employees, I want to thank you for your attendance today and for your interest in the governance of our company. I'd first like to acknowledge our other directors. They include Scott Downing, Heath Fountain, Audrey Hollingsworth, Paul Joiner, Meagan Mowry, Matt Reed, and Brian Schmitt. I'd also like to acknowledge our management. They are D. Copeland, President, Kimberly Dockery, Chief of Staff, Derek Shelnutt, Chief Financial Officer, Lee Bagwell, General Counsel, Chief Risk Officer, and Corporate Secretary, who will record the minutes of this meeting. Lenny Bateman, Chief Credit Officer, Ed Canup, Chief Corporate Development Officer, Greg Eiford, Chief Banking Officer, Laurie Senn, Chief Administrative Officer, and Daniel Rentz, Chief Information Officer.
The board of directors has appointed Tammy Shepherd to serve today as the inspector of election at this meeting and any adjournments or postponements to examine any ballots submitted today and report on the final vote tabulation. The inspector's report will be appended to the minutes of this meeting. I will now call this meeting to order and ask the secretary to report regarding our attendance today and the notices given for this meeting.
Thank you, Mark. I have a list of shareholders of Colony Bankcorp Incorporated entitled to vote at this meeting as of the record date August 19, 2026. This record list was prepared by Equiniti Trust Company and has been on file in the company's offices, open for examination by any shareholder during normal business hours for the past 10 days. As of August 19, 2026, there were 21,220,965 shares of common stock outstanding and entitled to vote at today's meeting. I present an affidavit of distribution from Broadridge Financial Solutions Incorporated confirming that on or about September 1st, 2026, a notice of proxy statement, a notice of meeting, and a form of proxy were properly mailed and transmitted to all stockholders of record as of August 19, 2026.
A copy of the affidavit will be appended to the minutes of this meeting.
Thank you, Lee. In light of the secretary's report, and having been informed by the inspector that a quorum is present, I hereby declare this meeting competent and duly constituted. There are two items of official business to be voted upon by stockholders at today's meeting, as described in the proxy statement dated August 27, 2026. Proposal one, Colony stock issuance proposal. The first item of business is a request for approval to issue Colony common stock pursuant to the Agreement and Plan of Merger dated June 24, 2026. The board recommends a vote for the approval of the issuance of stock. Under the terms of the agreement, First Reliance shareholders will receive $19.75 per share in cash or 0.94 CBAN common stock per share, which was valued at approximately $162.7 million in aggregate at announcement.
In aggregate, shareholders will receive up to 20% of the total consideration paid in cash. Proposal two, Colony adjournment proposal. The second item of business is to consider and vote upon a proposal to adjourn the Colony special meeting if necessary or appropriate to solicit additional proxies in favor of the common stock issuance proposal, the Colony adjournment proposal. The board recommends a vote for the approval to adjourn the meeting if necessary. Are there any questions at this time pertaining to these issues?
Mr. Chairman, I don't see any questions in the queue.
Thank you, Lee. Hearing none, I now declare the polls for this meeting open. If there is any stockholder present who wishes to vote in person or to revoke a proxy previously submitted, please cast your vote now. With no additional votes being cast at this time, I declare the polls for this meeting closed. With that, we have a final vote tabulation, and I will call on our Secretary to read the Inspector's report on the voting results.
Thank you, Mr. Chairman. The report of the Inspector confirms that a quorum is and has been present in person or by proxy at this meeting for all purposes. The report states that a majority of the shares outstanding and entitled to vote have been cast for the approval of the issuance of Colony common stock pursuant to the Agreement and Plan of Merger and for the adjournment of the special meeting if necessary.
Thank you, Lee. The report of the Inspector will be attached to the minutes of this meeting. The business for which this meeting has been held is now complete, and I declare the meeting formally adjourned. Thank you again for your attendance and your continued support of our company.
This concludes today's call. Thank you for your participation. You may now disconnect.